UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940
Release No. 2149 / July 16, 2003

ADMINISTRATIVE PROCEEDING
File No. 3-11184

In the Matter of

JEFFREY L. GOLDBERG,

Respondent.

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ORDER INSTITUTING
ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 203(f) OF THE INVESTMENT ADVISERS ACT OF 1940, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Jeffrey L. Goldberg ("Goldberg" or "Respondent").

II.

In anticipation of the institution of these proceedings, Goldberg has submitted an Offer of Settlement ("Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, Goldberg admits that the Commission has jurisdiction over him and the subject matter of these proceedings, admits to the findings contained in Section III, and consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and Goldberg's Offer, the Commission finds that:

1. Goldberg, age 52, resides in Buffalo Grove, Illinois. From 1997 through March 2002, Goldberg was a principal at, and associated with, Essex, LLC ("Essex"), an investment adviser registered with the Commission.

2. On April 1, 2003, the United States Attorney for the Northern District of Illinois filed a criminal information against Goldberg before the United States District Court for the Northern District of Illinois. The criminal information in United States of America v. Jeffrey L. Goldberg, No. 03-CR-0332 (N.D. Ill.) charged Goldberg with two counts of mail fraud in violation of 18 U.S.C. § 1341.

3. On April 23, 2003, Goldberg pled guilty to two counts of mail fraud in violation of 18 U.S.C. § 1341. The federal district court accepted Goldberg's plea, and entered a judgment of guilty. In a plea agreement filed with the court, Goldberg admitted that the following facts, among others, established his guilt beyond a reasonable doubt:

Goldberg raised over $16 million for investments that were outside the scope of his employment at Essex. He offered and sold the investments to least 130 investors, including his Essex clients. As part of his scheme, Goldberg sought to and did obtain funds from prospective investors and investors by offering and selling investments. In offering and selling the investments, Goldberg made and caused to be made false and fraudulent misrepresentations and omissions about, among other things: the risk involved in the investments; the expected return on the investments; the use of money raised from investors; and, the previous investment experience of those offering and selling the investments.

Goldberg lied to investors about the nature and status of the investments, and the intended and actual use of their funds. In order to use investors' funds and obtain additional funds from new investors and conceal various parts of the scheme from victim investors and others, Goldberg lulled investors by making false and fraudulent misrepresentations and omissions about the nature and status of the investments. He also repaid investors from earlier investments with funds raised from investors in new investments. As a result of Goldberg's fraudulent scheme, investors lost approximately $8 million.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanction specified in Goldberg's Offer.

ACCORDINGLY, IT IS HEREBY ORDERED:

Pursuant to Section 203(f) of the Advisers Act that Goldberg be, and hereby is, barred from association with any investment adviser.

Any reapplication for association by Goldberg will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against Goldberg, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

For the Commission, by its Secretary, pursuant to delegated authority.